DGR Global has been flagged by ASX for breaching Listing Rule 10.1 after advancing $500,000 without prior shareholder approval. The company is now preparing to seek retroactive approval and address further funding tranches.
- Breach of ASX Listing Rule 10.1 due to $500,000 advance without shareholder approval
- Advance made under existing facility agreement with related party Samuel Holdings
- Company to seek shareholder approval for all tranches totaling $1.5 million
- ASX refused previous waiver applications related to the facility agreement
- General meeting expected in late March or early April 2026 to resolve issue
Background to the Breach
DGR Global Limited, a company focused on resource exploration and development, has recently disclosed a breach of ASX Listing Rule 10.1. The breach relates to a $500,000 advance made under an existing facility agreement with Samuel Holdings Pty Ltd, a related party acting as trustee for the Manumbar Pastoral Trust. This advance was part of a larger $1.5 million increase in the facility commitment agreed in December 2025.
At the time of the advance, DGR believed that the $500,000 tranche did not require separate shareholder approval because the underlying security interests had already been approved earlier in the year, and the amount was less than 5% of the company’s equity interests. However, ASX has taken a stricter interpretation, viewing this tranche as a separate transaction requiring explicit shareholder consent.
Implications and Remediation Plan
ASX’s determination means DGR is now in breach of Listing Rule 10.1, which governs related party transactions and requires shareholder approval to protect investors from potential conflicts of interest. To address this, DGR plans to convene a general meeting in late March or early April 2026 to seek retrospective shareholder approval for the $500,000 advance and for the remaining $1 million in tranches that are contingent on such approval or an ASX waiver.
Notably, ASX has already refused previous waiver applications related to the facility agreement, underscoring the regulator’s firm stance on compliance. DGR will also prepare an independent expert’s report to accompany the notice of meeting, aiming to provide shareholders with a clear assessment of the transaction’s fairness and implications.
Context Within DGR’s Business Strategy
DGR Global operates by identifying and developing resource exploration projects with promising long-term commodity outlooks. The company’s funding arrangements, including this facility agreement with a related party, are critical to maintaining its exploration activities and growth ambitions. The breach and subsequent remediation efforts highlight the delicate balance between securing necessary capital and adhering to regulatory governance standards.
While the breach is a setback, DGR’s proactive engagement with ASX and transparent disclosure signal a commitment to rectifying the issue and maintaining investor confidence. The upcoming shareholder meeting will be a pivotal moment, not only for compliance but also for the company’s capital structure and future financing options.
Bottom Line?
DGR’s upcoming shareholder vote will be a key test of investor confidence amid regulatory scrutiny and funding challenges.
Questions in the middle?
- Will shareholders approve the retrospective and future tranches of the facility agreement?
- How will ASX’s refusal of waivers affect DGR’s future funding flexibility?
- What impact might this breach have on DGR’s share price and investor sentiment?